Countries › Guatemala › Guide › 4. Entities and setup › Choosing a legal entity in Guatemala: sociedad anónima, sociedad de emprendimiento, branch or limited liability company, with capital, registry, cost and ownership reporting rules

Choosing a legal entity in Guatemala: sociedad anónima, sociedad de emprendimiento, branch or limited liability company, with capital, registry, cost and ownership reporting rules

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Last verified: 2026-10-28 · Status: Changing

Most foreign investors in Guatemala use a sociedad anónima (S.A.): minimum initial paid capital is only Q200, each share must be 25 percent paid at subscription, and it is formed by public deed before a Guatemalan notary and registered at the Registro Mercantil, which also enrolls it with the tax authority (SAT). It needs at least two shareholders, because concentrating all shares in one person is a ground for dissolution; the one shareholder sociedad de emprendimiento (S.E.) is formed online but only by individuals and only while annual revenue stays under Q5,000,000. A foreign company can instead register a branch, which needs capital assigned and deposited in a Guatemalan bank and a surety bond set by the registrar. Since 17 September 2026 every share company must report its shareholders to the Registro Mercantil within 10 business days of each entry or transfer.

USD figures use Q7.64427 per US dollar, the Banco de Guatemala reference rate for 28 October 2026, retrieved from the Banguat exchange rate web service on the verification date. Conversions are for orientation only.

Key facts

Sociedad anónima minimum initial paid capital	200 GTQCódigo de Comercio art. 90 (Decreto 18-2017 art. 6), as of 2026-10-28 · in force
Minimum paid on each share at subscription	25 %Código de Comercio art. 89 (Decreto 18-2017 art. 5), as of 2026-10-28 · in force
Cash contributions above which a bank deposit is mandatory	2000 GTQCódigo de Comercio art. 92 (Decreto 18-2017 art. 7), as of 2026-10-28 · in force
Sociedad anónima minimum shareholders (single shareholder is a dissolution ground)	2 shareholdersCódigo de Comercio art. 237 numeral 5 (Decreto 20-2018 art. 18), as of 2026-10-28 · in force
Sociedad de emprendimiento minimum shareholders (individuals only)	1 shareholdersCódigo de Comercio art. 1040 and 1042 (Decreto 20-2018), as of 2026-10-28 · in force
Sociedad de emprendimiento annual revenue cap (statutory amount, updated each 1 January)	5000000 GTQCódigo de Comercio art. 1040 (Decreto 20-2018 art. 19), as of 2026-10-28 · in force
Sociedad de emprendimiento term to pay subscribed shares	2 yearsCódigo de Comercio art. 1045 (Decreto 20-2018 art. 24), as of 2026-10-28 · in force
Sociedad de emprendimiento shares on a stock exchange	Prohibited textCódigo de Comercio art. 1054 (Decreto 20-2018 art. 33), as of 2026-10-28 · in force
Legal reserve from annual net profit (not required for an S.E.)	5 %Código de Comercio art. 36 (Decreto 20-2018 art. 17), as of 2026-10-28 · in force
Registro Mercantil variable fee on authorized capital of Q500,000 or more (cap Q40,000)	8.5 per thousand textRegistro Mercantil fee code 7, as of 2026-10-28 · in force
Branch registration base fee, plus 8.5 per thousand of assigned capital	1500 GTQRegistro Mercantil fee code 6, as of 2026-10-28 · in force
Branch authorization lapses if operations do not start within	1 yearsCódigo de Comercio art. 355 (Decreto 18-2017 art. 17), as of 2026-10-28 · in force
Notice to the Registro Mercantil of first entry and each share transfer	10 business daysCódigo de Comercio art. 125 (Decreto 15-2026 art. 113), as of 2026-10-28 · in force
Beneficial owner ownership or participation threshold	15 %Decreto 15-2026 art. 2 literal b), as of 2026-10-28 · in force
Existing share companies: deadline to certify shareholders to the Registro Mercantil, from 17 September 2026	1 yearsDecreto 15-2026 art. 120, as of 2026-10-28 · in force
Proof of transfer of contributed registrable assets, extendable once by 3 months	3 monthsCódigo de Comercio art. 341 (Decreto 18-2017 art. 11), as of 2026-10-28 · in force

The rule

1. Guatemalan commercial companies are the sociedad colectiva, the sociedad en comandita simple, the sociedad de responsabilidad limitada, the sociedad anónima and the sociedad en comandita por acciones, to which the 2018 reform added a sixth type, the sociedad de emprendimiento (Código de Comercio art. 10, numeral 6 added by Decreto Nº 20-2018 art. 14). Among the grounds for dissolving a company is the concentration of all shares or contributions in a single person, except in a sociedad de emprendimiento (art. 237 numeral 5 as worded by Decreto Nº 20-2018 art. 18). In practice a foreign parent that wants a share company therefore brings in a second shareholder, often an affiliate, or registers a branch. Foreign companies may be founding shareholders through a representative whose mandate, granted abroad, is registered in the Registro de Poderes of the Archivo General de Protocolos, and companies whose object includes banking, financial company, foreign exchange house, private security or beer brewing activities need prior authorization before registration.
Cost to do it: Choosing the type has no fee; the cost differences come from formation (public deed and notary for all types except the S.E.) and the registry fees shown in the rules below.Código de Comercio (Decreto Nº 2-70) art. 10 and art. 237 numeral 5, as worded by Decreto Nº 20-2018 del Congreso, Ley de Fortalecimiento al Emprendimiento; Registro Mercantil, Guía de calificación registral de sociedades nuevas, Decreto 20-2018 art. 14 and art. 18, 2018-10-24 official text · verified 2026-10-28

2. When shares are subscribed, each shareholder must pay at least 25 percent of the nominal value of every share subscribed. The initial paid capital of a sociedad anónima must be at least Q200. Cash contributions may be handed to one or more administrators or deposited in a bank in the company's name, as stated in the deed, and the bank deposit is mandatory when total cash contributions exceed Q2,000; once the company has a bank account, cash held by administrators must be deposited in it. The Registro Mercantil accepts capital stated in a foreign currency, in which case shares and subscribed and paid capital are issued in that currency, and it accepts only the non cash contributions allowed by Código de Comercio art. 27 and 28, valued by all the founders in the deed.
Cost to do it: Minimum paid capital Q200 (about US$26.16); cash above Q2,000 (about US$261.63) must go through a bank account in the company's name.
Example: A company with authorized capital of Q500,000 and subscribed capital of Q100,000 must have at least Q25,000 paid at subscription, and because that cash exceeds Q2,000 it must be deposited in a Guatemalan bank account opened in the company's name. / About US$13,082 subscribed and about US$3,270 paid in at Q7.64427.Código de Comercio (Decreto Nº 2-70) art. 89, 90 and 92 as worded by Decreto Nº 18-2017 del Congreso art. 5, 6 and 7, Código de Comercio art. 89, art. 90 and art. 92, 2017-10-31 official text · verified 2026-10-28 · changed: Decreto Nº 18-2017, issued 3 October 2017 and published in the Diario de Centro América on 31 October 2017 with effect 90 days after publication, cut the minimum initial paid capital of a sociedad anónima to Q200 and set the Q2,000 bank deposit threshold; older guides that cite a Q5,000 minimum predate this reform.

3. A sociedad anónima or limited liability company is formed by public deed before a Guatemalan notary and registered at the Registro Mercantil. If the deed meets the legal requirements the registrar registers it, issues the registration note and the company and enterprise patents, and publishes the notice of registration through the registry's own electronic medium, at the applicant's cost; for colectivas and limited liability companies the notice must name all partners. Any publication the Code requires in the official gazette is now made through that electronic medium, with no print publication needed. Patents are issued physically or electronically at no cost. Objections to the company or trade name must be filed with the registry within three business days of the notice. If registrable assets such as real estate, vehicles or trademarks were contributed, proof of their transfer to the company must be filed within three months, extendable once by three months, or the registrar cancels the company's registration. The registry's combined form SATRM-02 enrolls the company in SAT's Registro Tributario Unificado at the same time, and SAT requires the legal representative and the company's accountant to have a SAT virtual agency account and registered biometric data.
Cost to do it: Registro Mercantil fees for authorized capital of Q500,000 or more: 8.5 per thousand of authorized capital, capped at Q40,000, plus Q150 for the first administrator, Q100 for the first enterprise, Q30 for the notice and Q200 for its publication; below Q500,000 the sheet lists Q30 plus Q200. Books cost Q0.20 per page. Fiscal stamps of Q200 on the company patent, Q50 on the enterprise patent and Q0.50 on each of two registration notes are added. Notary fees are not set by these rules.
Example: Authorized capital of Q500,000: Q4,250 variable fee plus Q480 of fixed fees (Q4,730) plus Q251 of stamps, Q4,981 before notary fees and books. The Q40,000 cap is reached at authorized capital of about Q4,705,882. / Authorized capital of about US$65,408: about US$651.60 of registry fees and stamps; the cap of about US$5,232.68 applies from authorized capital of about US$615,609.Código de Comercio (Decreto Nº 2-70) art. 341, 343, 344 and 350 as worded by Decreto Nº 18-2017 del Congreso art. 11 to 14; Registro Mercantil, requirement sheet for registering commercial companies, Código de Comercio art. 341, art. 343, art. 344 and art. 350, 2017-10-31 official text · verified 2026-10-28

4. The sociedad de emprendimiento (S.E.) is formed by one or more individuals (personas físicas) liable only for paying their shares, and creates a legal person separate from them. It is formed online through the Registro Mercantil electronic system, using standard bylaws the registry provides, signed by every shareholder with an advanced electronic signature; no public deed or other formality may be required, and a foreign shareholder is identified by passport. Total annual revenue may not exceed Q5,000,000, an amount the law says is updated every 1 January; if it is exceeded the company must transform into another company type within six months, or the shareholders become liable to third parties on a subsidiary, joint and unlimited basis. It may receive only cash contributions, all subscribed shares must be paid within two years of registration, it is not required to build the 5 percent legal reserve that applies to all other companies, its shares may not be sold or placed on any stock exchange, and the administrator must be a shareholder (a sole shareholder is the administrator). The administrator must publish an annual financial report in the registry's electronic system, and failing to do so for two consecutive years leads to dissolution. Contributions to a registered S.E. by an investor who takes no other stake or benefit in it are deductible for income tax up to 5 percent of gross income and Q500,000 a year.
Cost to do it: No notary deed is required. The Registro Mercantil sheet lists Q30 for the notice, Q200 for its publication, Q150 for the legal representative and Q100 for the enterprise, Q480 in total, plus Q0.20 per book page and 8.5 per thousand of authorized capital of Q500,000 or more (capped at Q40,000). A name authorization certificate must be obtained first; the sheet does not state its fee.
Example: An S.E. with authorized capital of Q100,000 pays Q480 of registry fees plus books; once annual revenue passes Q5,000,000 it must transform, for example into a sociedad anónima, within six months. / About US$62.79 of registry fees; the revenue cap is about US$654,085.Decreto Nº 20-2018 del Congreso, Ley de Fortalecimiento al Emprendimiento, adding Código de Comercio art. 1040 to 1055 and amending art. 16, 27 and 36, Decreto 20-2018 art. 15 to 17, art. 19 to 24, art. 26, art. 31, art. 33, art. 35 and art. 39, 2018-10-24 official text · verified 2026-10-28

5. A foreign company that wants to establish itself in Guatemala or have branches or agencies there must apply to the Registro Mercantil, the only body that grants the authorization, with the documents listed in Código de Comercio art. 215. The registry sheet lists: protocolized proof of incorporation and the articles, the resolution to open a branch and assign it capital, a general mandate with full powers to the local representative registered in the Registro de Poderes, proof that the assigned capital was deposited in a Guatemalan bank, the company's submission to Guatemalan courts and law with a waiver of foreign status, its undertaking to answer with its assets in and outside Guatemala, a statement that it will meet legal requirements before withdrawing, and its latest balance sheet and income statement. The registrar then fixes a surety bond in favor of third parties; after checking the assigned capital and the bond it registers the branch, issues the patent and publishes the notice electronically. The registry will issue a certificate that the process has started when the bond provider needs one. The authorization lapses if the company does not begin operations within one year of registration.
Cost to do it: Registro Mercantil fees: Q1,500 base plus 8.5 per thousand or fraction of the capital assigned to the branch, Q30 for the notice, Q200 for its publication and Q150 for the mandate. The surety bond premium, protocolization of foreign documents and notary fees are extra and not set by the registry.
Example: Capital assigned of Q764,427 is 765 thousands or fraction, so the variable fee is Q6,502.50 and registry fees total Q8,382.50 before the bond and professional fees. / Assigned capital of US$100,000: about US$1,096.57 of registry fees.Código de Comercio (Decreto Nº 2-70) art. 352 and art. 355 as worded by Decreto Nº 18-2017 del Congreso art. 16 and 17; art. 215; Registro Mercantil, requirement sheet for registering a foreign company for an indefinite term, Código de Comercio art. 215, art. 352 and art. 355, 2017-10-31 official text · verified 2026-10-28

6. Every company whose capital is divided into shares must keep a share register in a book authorized by the Registro Mercantil, physical or electronic, kept at the registered office under the responsibility of the board secretary or sole administrator. It must show, for individual shareholders, full name, nationality and identity document; for corporate shareholders, full name, identification and the country under whose laws they were formed; for shares held in trusts or other legal structures, their identification, jurisdiction and trustees or administrators; and for all, physical address and email, calls and payments, transfers, liens and cancellations. The company must notify the Registro Mercantil of the first entry and every transfer of shares within 10 business days, with the shareholder identification data. The registry keeps the data in a confidential database that only the Superintendencia de Bancos and the Ministerio Público may consult. Breaches carry a fine of 5 to 50 minimum wages for non agricultural activities of economic circumscription one, imposed by the registrar; companies with shares registered for public offering are exempt if a securities depository keeps their register. Appointments and removals of administrators of all companies are made by the members and registered by filing a notarial record of the meeting resolution. The same law defines the beneficial owner as the individual who ultimately benefits from or effectively controls a legal person or structure, through ownership or participation of 15 percent or more or by any other direct or indirect means.
Cost to do it: No filing fee is set in the law. The fine is 5 to 50 minimum wages; the law does not say daily or monthly. The 2026 non agricultural minimum wage for circumscription one is Q131.58 a day or Q4,002.28 a month (Ministerio de Trabajo).
Example: Measured in monthly wages, the fine range would be Q20,011.40 to Q200,114; measured in daily wages, Q657.90 to Q6,579. / About US$2,617.83 to US$26,178.30 on the monthly basis, or about US$86.06 to US$860.64 on the daily basis.Decreto Nº 15-2026 del Congreso, Ley Integral para la Prevención y Represión del Lavado de Dinero u Otros Activos y del Financiamiento del Terrorismo; Código de Comercio art. 45 and 125 as worded by its art. 112 and 113, Decreto 15-2026 art. 2 literal b), art. 112, art. 113 and art. 128, 2026-06-17 official text · verified 2026-10-28 · changed: Decreto Nº 15-2026, issued 2 June 2026 and published in the Diario Oficial on 17 June 2026, entered into force three months after publication, on 17 September 2026. It rewrote Código de Comercio art. 45, 125 and 134 numeral 2, creating the shareholder reporting duty to the Registro Mercantil and the notarial record rule for administrator appointments.

7. Companies formed before Decreto Nº 15-2026 took effect have one year from its entry into force to bring their share register into line with the new art. 125 and send the Registro Mercantil a certification of the shareholder, corporate shareholder and trust data, and six months to register all members of their administrative body, with or without legal representation. Once the six month period ends, a company that has not done so cannot carry out any other filing at the Registro Mercantil until it applies to register all its administrators.
Cost to do it: No fee is set in the law; the registry fee for registering an appointment is Q150 per the Registro Mercantil fee codes (code 2), plus the notary's fee for the notarial record.Decreto Nº 15-2026 del Congreso, Ley Integral para la Prevención y Represión del Lavado de Dinero u Otros Activos y del Financiamiento del Terrorismo, Art. 120, art. 121 and art. 128, 2026-06-17 official text · verified 2026-10-28 · changed: New transition duties from 17 September 2026: administrators of existing companies must be registered by about 17 March 2027 and the shareholder certification sent by about 17 September 2027, counted from entry into force.

8. Shareholder and partner meetings, board sessions, notices and any communication between members, or between members and the company, may be held or sent by any remote communication method the deed provides, and are deemed to take place at the company's domicile. Unless the contract or the law requires more, decisions are taken by the majority set in the contract or, failing that, half plus one of the partners or of the shares. Every company other than a sociedad de emprendimiento must set aside at least 5 percent of net profit each year for the legal reserve, which cannot be distributed before liquidation, although the excess over 5 percent may be capitalized each year when the reserve exceeds 15 percent of paid capital at the previous year end. Companies must keep minute books of general meetings and of the administration with the content listed in art. 53.
Example: A company with net profit of Q1,000,000 must set aside at least Q50,000 for the legal reserve before declaring dividends. / About US$130,817 of profit and about US$6,541 for the reserve.Código de Comercio (Decreto Nº 2-70) art. 15, 37, 41 and 53 as worded by Decreto Nº 18-2017 del Congreso art. 1 to 4; art. 36 as worded by Decreto Nº 20-2018 art. 17, Código de Comercio art. 15, art. 36, art. 37, art. 41 and art. 53, 2017-10-31 official text · verified 2026-10-28

Feature	Sociedad anónima (S.A.)	Sociedad de emprendimiento (S.E.)	Branch of a foreign company
Members	2 or more; one shareholder is a dissolution ground (art. 237 numeral 5)	1 or more individuals only (art. 1040)	None in Guatemala; the foreign company itself
Formation	Public deed before a notary, registry filing	Online with standard bylaws and advanced electronic signatures, no deed (art. 1042, 1043)	Protocolized foreign documents, mandate in Registro de Poderes, surety bond (art. 215, 352)
Minimum capital	Q200 paid; 25 percent of each share at subscription (art. 89, 90)	No minimum in Decreto 20-2018; cash only, fully paid within 2 years (art. 27, 1045)	Capital assigned and deposited in a Guatemalan bank
Management	Sole administrator or board (art. 162)	A shareholder as administrator (art. 1047)	Local representative with general mandate
Size limit	None	Annual revenue up to Q5,000,000, then transform within 6 months (art. 1040)	None
Registry fees	Q4,730 at authorized capital of Q500,000, capped variable fee of Q40,000	Q480 plus books	Q1,500 plus 8.5 per thousand of assigned capital, plus Q380
Shareholder reporting to the Registro Mercantil	Yes, 10 business days (art. 125)	Yes, share company (art. 125, 1053)	Not a share company

Main vehicles for a foreign investor in Guatemala, from the governing texts. Código de Comercio articles as worded by Decreto Nº 18-2017, Decreto Nº 20-2018 and Decreto Nº 15-2026; fees from Registro Mercantil requirement sheets.

Worked example

A US group wants a Guatemalan subsidiary to run a service center. It forms a sociedad anónima with its parent holding 99 percent and an affiliate 1 percent, so the company never has a single shareholder (Código de Comercio art. 237 numeral 5). Both foreign shareholders act through a representative whose foreign mandate is protocolized and registered in the Registro de Poderes.
The deed sets authorized capital of Q500,000 (about US$65,408) and subscribed capital of Q100,000, with Q25,000 paid in at subscription, deposited in a Guatemalan bank account in the company's name because it exceeds Q2,000 (art. 89 and 92). Registry fees are Q4,730 and stamps Q251, Q4,981 in total (about US$651.60) before notary fees.
After registration the company records both shareholders in its authorized share register and notifies the Registro Mercantil within 10 business days (art. 125 as worded by Decreto Nº 15-2026). If it later earns Q1,000,000 of net profit, it sets aside at least Q50,000 for the legal reserve (art. 36). Taxes on that profit, dividend withholding and remittance rules are covered in Start here; for Argentine shareholders, the Argentine side of tax and FX questions is covered in The Argentine Thread guide.

Step by step

1. Pick the vehicle. A foreign company with one owner chooses a sociedad anónima with a second shareholder or a branch; a sociedad de emprendimiento is only available to individuals and for small businesses under Q5,000,000 of annual revenue (Código de Comercio art. 237 numeral 5 and art. 1040).
2. Prepare foreign documents. Powers of attorney and corporate documents from abroad are protocolized by a Guatemalan notary, and the representative's mandate is registered in the Registro de Poderes before the deed is signed (Código de Comercio art. 351; Registro Mercantil guide).
3. Check the name and the object. The name must be clearly distinguishable from names already registered, and objects such as banking, financial company, exchange house, private security or brewing need prior authorization (Registro Mercantil guide, Código de Comercio art. 26).
4. Sign the deed and pay in capital. At least 25 percent of each share subscribed and at least Q200 must be paid, through a bank account in the company's name if cash exceeds Q2,000 (art. 89, 90 and 92).
5. File at the Registro Mercantil. Complete form SATRM-02, pay the fees at Banrural or online, and file the deed and the administrator's appointment at the companies window or through the e-portal; the same form enrolls the company with SAT (Registro Mercantil sheet 18). For a branch, file the art. 215 documents, then the surety bond the registrar fixes (sheet 10).
6. Print the registration notes and the company and enterprise patents, attach Q251 of fiscal stamps, and file proof of transfer of any contributed registrable assets within three months (art. 341 and 344).
7. Within 10 business days of registering the first shareholders, notify the Registro Mercantil of the share register data, and repeat for every transfer (art. 125 as worded by Decreto Nº 15-2026).

Common traps

Ending up with a single shareholder. Concentrating all shares of a sociedad anónima in one person is a ground for dissolution (Código de Comercio art. 237 numeral 5); buying out a co shareholder can trigger it.
Using a sociedad de emprendimiento for a corporate investor. Only individuals can be shareholders (art. 1040), its shares cannot be listed (art. 1054), and if annual revenue passes Q5,000,000 and the company is not transformed within six months, the shareholders become liable without limit (art. 1040).
Missing the two consecutive annual financial reports of an S.E. in the registry's electronic system, which leads to dissolution (art. 1052).
Not filing proof of transfer of contributed real estate, vehicles or trademarks within three months, extendable once by three months; the registrar cancels the registration and a cancelled file is never reactivated except by court order (art. 341 and 350).
Registering a branch and not starting operations within one year; the authorization lapses (art. 355).
Ignoring the 2026 ownership reporting duties. Share transfers not reported within 10 business days expose the company to fines of 5 to 50 minimum wages (art. 125), and existing companies that have not registered all administrators within six months of 17 September 2026 are blocked from any other filing at the Registro Mercantil (Decreto Nº 15-2026 art. 121).
Relying on old guides that cite Q5,000 minimum capital or print publication in the Diario de Centro América; both were replaced by Decreto Nº 18-2017 (art. 90 and 343).

Sources

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